路特斯科技2023年度报告

Table of Contents Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close ofthe period covered by the annual report: 2,450,974,851 ordinary shares, par value US$0.00001 per share, as ofDecember 31, 2023. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐Yes☒No Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐Yes☒No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Emerging Growth Company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statementsof the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executiveofficersduring the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in U.S. GAAP☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statementitem the registrant has elected to follow. If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 ofthe Exchange Act). ☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PASTFIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13,or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by acourt. ☐Yes☐No Table of Contents TABLE OF CONTENTS INTRODUCTION 1FORWARD-LOOKING INFORMATION5PART I7Item 1. Identity of Directors, Senior Management and Advisers7Item 2. Offer Statistics and Expected Timetable7Item 3. Key Information7Item 4. Information on the Company76Item 4A.Unresolved Staff Comments124Item 5. Operating and Financial Review and Prospects124Item 6. Directors, Senior Management and Employees143Item 7. Major Shareholders and Related Party Transactions151Item 8. Financial Information158Item 9. The Offer and Listing159Item 10.Additional Information160Item 11.Quantitative and Qualitative Disclosures about Market Risk178Item 12.Description of Securities Other than Equity Securities179PART II181Item 13.Defaults, Dividend Arrearages and Delinquencies181Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds182Item 15.Controls and Procedures182Item 16A.Audit Committee Financial Expert183Item 16B.Code of Ethics184Item 16C.Principal Accountant Fees and Services184Item 16D.Exemptions from the Listing Standards for Audit Committees